Description of the Registrant's Securities registered pursuant to Section 12 of the Securities Exchange Act of 1934

Our authorized capital stock consists of:

    

Our Bylaws provide that annual stockholder meetings will be held at a date, time and place, if any, as selected exclusively by our Board. To the extent permitted under applicable law, we may conduct meetings by remote communications, including by webcast.

The affirmative vote of a majority of the shares of our Common Stock present, in person or by proxy, at any annual or special meeting of stockholders and entitled to vote will decide all matters voted on by stockholders, unless the question is one upon which, by express provision of law, under our Certificate of Incorporation, or under our Bylaws, a different vote is required, in which case such provision will control.

The provisions of our Certificate of Incorporation and Bylaws and of the DGCL summarized below may have an anti-takeover effect and may delay, defer or prevent a tender offer or takeover attempt that you might consider in your best interest, including an attempt that might result in your receipt of a premium over the market price for your shares. These provisions are also designed, in

part, to encourage persons seeking to acquire control of us to first negotiate with our Board, which could result in an improvement of their terms.

In addition, our Bylaws provide that our Bylaws may be amended, altered or repealed, or new bylaws may be adopted, by the affirmative vote of a majority of the Board, or by the affirmative vote at a meeting of the holders of at least a majority of the outstanding shares of our Common Stock; provided, however, that the affirmative vote of the holders of at least 80 percent of the voting power of all of the voting stock, voting together as a single class is required to alter, amend, repeal, or adopt provisions relating to: the right to call a special meeting of stockholders; advance notice of nominations or other business to be properly brought before an annual meeting of stockholders; required vote and procedure for election of directors; setting of a record date for stockholder action by consent; the number, tenure and qualification of directors; the removal of directors and filling of vacancies on the Board; indemnification of directors and officers; and amendment of our Bylaws.

These provisions make it more difficult for any person to remove or amend any provisions in our Certificate of Incorporation and Bylaws that may have an anti-takeover effect.

In addition, Section 203 of the DGCL prohibits certain transactions between us and a stockholder who (i) beneficially owns (together with any affiliates or associates) at least 15 percent of our outstanding voting shares or (ii) is an affiliate or associate of the Company and owned 15 percent or more of our outstanding voting shares within the past three years. This provision could prevent certain business combinations between such an interested stockholder and us for a period of up to three years. In addition, our Bylaws divide our Board into three classes of directors serving staggered, three-year terms. Vacancies and newly-created directorships resulting from any increase in the size of our Board may be filled by our Board until the next election of the class for which such director shall have been chosen, even if the directors then on the Board do not constitute a quorum. Members of our Board may only be removed from office by our stockholders for cause. These provisions could delay or prevent a change in control or removal of existing management.

Our Certificate of Incorporation contains provisions permitted under the DGCL relating to the liability of directors. These provisions eliminate a director’s personal liability for monetary damages resulting from a breach of fiduciary duty, except in circumstances involving: a breach of the director’s duty of loyalty; acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of the law; Section 174 of the DGCL, pertaining to unlawful dividends; or a transaction from which the director derives an improper personal benefit. The principal effect of the limitation on liability provision is that a stockholder will be unable to prosecute an action for monetary damages against a director unless the stockholder can demonstrate a basis for liability for which indemnification is not available under the DGCL. These provisions, however, should not limit or eliminate our rights or a stockholder’s right to seek non-monetary relief, such as an injunction or rescission, in the event of a breach of fiduciary duty by directors. These provisions do not alter a director’s liability under federal securities laws. The inclusion of this provision in our Certificate of Incorporation may discourage or deter stockholders or management from bringing a lawsuit against directors for a breach of their fiduciary duties, even though such an action, if successful, might otherwise have benefited us and our stockholders.

Our Certificate of Incorporation requires us to indemnify and advance expenses to our directors and officers to the fullest extent authorized by the DGCL and other applicable law, except in the case of a proceeding instituted by the director or officer without the approval of our Board. Our Certificate of Incorporation provides that we are required to indemnify our directors and executive officers, to the fullest extent permitted by law, for all judgments, fines, settlements, legal fees and other expenses incurred in connection with pending or threatened legal proceedings because of the director’s or officer’s positions with us or another entity that the director or officer serves at our request, subject to various conditions, and to advance funds to our directors and officers to enable them to defend against such proceedings.